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8-KAccepted Sep 9, 9:59 AM ET

Reliance Global Group Sells Southwestern Montana Insurance Center

EZRAReliance Global Group, Inc.

Accepted (ET)

9:59 AM

Sep 9, 2026

Filed

Sep 9, 2026

Documents

13

Size

573.0 KB

Summary

Reliance Global Group Sells Southwestern Montana Insurance Center

Updated

What Happened Reliance Global Group, Inc. (filed 8-K on Sept 9, 2026) announced it entered into a Purchase and Contribution Agreement (effective Sept 1, 2026) to sell 100% of the membership interests of its subsidiary Southwestern Montana Insurance Center, LLC (SMI) to Scali, LLC (dba Scali Insurance Group). The transaction is structured as a combined equity and asset sale. The buyer will own SMI after closing and the deal is payable in cash at closing.

Key Details

  • Purchase price: $2,625,000 cash at closing (based on 8.75x pro forma EBITDA of $300,000).
  • Contingent consideration: an uncapped earnout equal to 8.75 × the amount by which EBITDA for Sept 1, 2026–Aug 31, 2027 exceeds $300,000; payable within 90 days after the first anniversary if earned.
  • Closing mechanics: accounting-effective date is 12:01 a.m. MT on Sept 1, 2026; buyer must pay cash no later than Sept 11, 2026 or the sellers may terminate and return escrowed instruments.
  • Other terms: managing directors Julie and Jessica Blockey entered Managing Director Agreements with the buyer; the seller agreed to confidentiality, non-piracy, non-competition and non-solicitation covenants (including a Montana-wide and five-mile office-radius non-compete).

Why It Matters This is a cash divestiture of a subsidiary that will remove SMI from Reliance’s ownership and provide at least $2.625M in proceeds at closing. The total amount the company ultimately receives could be higher if the divested business exceeds the stated EBITDA threshold in the 12 months after closing, but that additional payment is contingent, uncapped, and subordinated per the agreement. Investors should note the change in the company’s business composition, the immediate cash consideration, and the potential for additional contingent proceeds tied to the acquired business’s post-closing performance.

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